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p) To settle. compromise. or submit to ilihltra110n any claills.
<br />debts, of damages due of 0w11910 or ham Ifie 1 nisl Funds: to
<br />cenlnlenfe of defend stills or Iognl at adnunislr,ihvr ploaredmgs:
<br />and I„ 1pinp;pw the Trust Funits in all suds aml legal and
<br />a1p•'iesnatne pioccedmgs
<br />ITI 1 u do all $titer d[Is. lakt• all such purcppdugh:. �uur•, cf cis[' all
<br />such lights and privileges, although col specifically mentioned
<br />h,npnl as the Trustee may deem necessary to Idnunlslcf Iho
<br />,lust I units and 10 tally out life put poses of Iles Tfusl
<br />Spcbui, :':I Usluhulions from Iho Trust Funds the Lolpuayet
<br />hereby appoints the Trustee as its agent lot the purpose of making
<br />dmulbuhens Icon, file Trust Funds, fit this tegatd the tells and
<br />conditions sot Ienh in the Plan arc to guide and control the Trustee s
<br />power
<br />Section 2.4. Vormuon of Trust Funds. At least once a year as of
<br />V,duatiun Dales designated by the Trustee. the Trustee shall determine
<br />du• vmhnr of the Tnisl Funds. Asi01S of the Tnist Funds shall be valued al
<br />men anuket values at the close of business on the Valuation Dale. or, in
<br />me absence of readily ascertainable market values as the Trustee shall
<br />ditto nine, in accordance with methods consistently followed and
<br />uniformly applied
<br />ARTICLE 111. For Projection of Trustee.
<br />Section 3.1 Evidence of Action by Employer. The Trustee may rely
<br />upon any certificate, notice or direction purporting to have been signed
<br />on bullall of the Employer which the Trustee believes to have been
<br />signed by a duty designated official of the Employer. Nocommunication
<br />shall be binding upon any of the Trust Funds or Trustee until they are
<br />received by the Trustee.
<br />Section 3.2. Advice of Counsel. The Trustee may consult with any
<br />legal counsel with respect to the construction of this Agreemnt. its
<br />duties hereunder, or any acl. which d proposes to lake or o nt.and shall
<br />not be liable for any action taken or omitted in good faith pursuant to
<br />such advice.
<br />Section 3.3. Miscellaneous. The Trustee shall use ordinary care and
<br />feasonable diligence, but shall not be liable for any mistakeoljudgment
<br />of other action fallen in good faith. The Trustee shall not be liable for any
<br />loss sustained by the Trust Funds by reasons of any investment made in
<br />gaud fault and in accordance with Iho provisions of this Agicumenl.
<br />The Trustee's duties and obligations shall be limited to those
<br />expressly imposed upon it by this Agreement.
<br />ARTICLE IV. Taxes, Expenses and Compensation of Trustee.
<br />Secilon4.1. Taxes. The Trustee shall deduct from and charge against
<br />Ilia Trust Funds any taxes on the Trust Funds or the Income thereof or
<br />which the Trustee is required to pay with respect to the interest of any
<br />person therein.
<br />Section 4.2. Expenses. The Trustee shall deduct from and charge
<br />against the Trust Funds all reasonabfeexpenses incurred by the Trustee
<br />in the administration of the Trust Funds, including counsel. agency.
<br />investment advisory, and other necessary Ices.
<br />ARTICLEV. Se111ementol Accounts, The Trustee shall keepaccurale
<br />and detailed accounts of all investments, receipts, disbursements. and
<br />other transactions hereunder.
<br />Within ninety (90) days after the Closeol each fiscal year, the Trustee
<br />shelf (under in duplicate to the Employer an account of its acts and
<br />transactions as Trustee hereunder. If any part of the Trust Fund shall be
<br />invested through the mialtum of any common, collective of commingled
<br />Trust Funds. thes
<br />last annual report of such Trust Fund hall) be
<br />submitted with and incorporated in the account.
<br />If within ninety (90) days after the mailing of ilia account or any
<br />ammnded account the Employer has not filed with the Trustee notice of
<br />tiny objection to any act or transaction of the Tfustoo. the account OF
<br />ammnded account shall become an account staled. It any objection has
<br />been filed. Find if the Employer is solished Ihal 11 should bewithdrawn m
<br />it the account is adjusted to the Employer's satisfaction, the Employer
<br />shall in writing filed with the Trustee signify approval of the nccounl and
<br />it shall became an account slated.
<br />Whe11 lei ,account beCenlUS nit nccounl sjnlod. Sucti nccounl $boll bo
<br />1,1,;Illy envied, and the Trustee shall he comp,plply dischnignd and
<br />rpirawd.;ls d such Recount find bout' 5e11,•d and allowed by a pidif
<br />of dalee ul ;I rn1u1 ill cenyimenl )ufisniglun m an Octien of ['lute
<br />01 wte511 Ire Trusts: and the Employer were ['cities
<br />Ifrp fm>Icc shall have It", fight ter n['ply ill ally Inne to a court of
<br />eunipelonl pnisdmhOn for the judicial selllennvu 01 its account
<br />ARTICLE VI. Reelgnellon end Removal of Trustee.
<br />Section G l flesiyulhun of Trustee. Thu Trustee may resign at any
<br />hmp by filing w111ithe Employer tswullen resignation Surhmsignalion
<br />shall is" affect sixty (60) days from the dale o1 such (ding and upon
<br />,appointment of 0 successor pursuant to Section 6 3.. which fiver shall
<br />first occur.
<br />Secuon 62. Removal of Trustee. The Employer may remove the
<br />Trustee At any time by delivering to the Trustee a written notice of its
<br />feniovoi mild an appointment of a successor pulsuam to Section 6.3.
<br />Such removal shall not lake effect prior to sixty (60) days from such
<br />delivery unless the Trustee agrees to an earlier effective date
<br />Section 6.3. Appointment of Successor Trustee. The appointment of
<br />a successor to the Trustee shall lake effect upon the delivery to the
<br />Trustee of (a) an instrument in willing executed by the Employer
<br />appointing surh successor• and exonerating such successor from
<br />,;,ability lot the eels and omissions of its predecessor. and (b) an
<br />acceptance in writing, executed by such successor.
<br />Ail of file provisions set loth herein with respect to the Trustee shell
<br />relate to each successor with ,he same force and effect as if such
<br />successor had been originally named as Trustee hereunder.
<br />II a successor is not appointed with sixty (60) days offer the Trustee
<br />gives notice of its resignation pursuant to Section 6. 1., the Trustee may
<br />apply to any court of competent jurisdiction for appointment of a
<br />successor.
<br />Seclion6.4. Transfer of Funds to Successor. Upon the fesignatit
<br />removal of Inc Trustee and appointment of a successor, and ells..
<br />final account of the Trustee has been properly settled, the Trustee sh
<br />transfer and deliver any of the Trust Funds involved losuch successor,
<br />ARTICLE VII. Duration and Revocollon of Trusl Agreement.
<br />Section 7.1. Duration and Revocation. This Trust shall continue tot
<br />such tithe as may be necessary to accomplish the purpose for which it
<br />was created but may be terminated or revoked at any time by the
<br />Employer as it relates to any and/or all related participating Employees.
<br />Written notice of such termination or revaCallon shall be given to the
<br />Trustee by the Employer. Upon termination or revocation of the Trust,
<br />all of the assets thereof shell return to and revert to the Employer.
<br />Terminallon of this Trust shall not, however, relieve the Employerof the
<br />Employer's continuing obligation to pay deferred compensation to
<br />Employees in accordance with the terms of the Plan.
<br />Section 7.2. Amendment. The Employer shall have the right to emend
<br />this Agreement in whole and in part but only with the Trustee's written
<br />consent. Any such amendment shall beeoma etlaclive upon (A) delivery
<br />to the Trustee of a written instrument of amendment, and (b) the
<br />endorsement by the Trustee on such Instrument of its consent thereto.
<br />ARTICLE Vill. Miscellaneous.
<br />Section 9.1. Laws of the District of Columbia to Govern. This
<br />Agreement and the Trust hereby Created shall be construed And
<br />regulated by the lows of the District Of Columbia.
<br />Section6.2, Successor Employers .The "Employer" shall include any
<br />poison who succeeds the Employer and who thereby becomes subject
<br />to the obligations of the Employer under the Plan.
<br />Section 8.3. Withdrawals. The Employer may. el any time, and from
<br />lime to limo, withdraw a portion or all of Trust Funds created b#1h
<br />Agreement.
<br />Section 8.4. Gender and Number. The masculine InIeminine end the singular includes the plural unless the con'.
<br />another meaning.
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